Corporate Governance

Corporate Governance

When we measure BMO’s performance, shareholder return is an important metric – but only as it reflects a more fundamental commitment to earning the trust of all stakeholders. We have a responsibility not simply to meet regulatory requirements, but to act in accordance with our stated values. And the cornerstone of our efforts is sound corporate governance. We’ve changed successfully over the past 200 years because of good governance, keeping an eye on the long term, and focusing on what is right for our customers.

Our board oversees our business.

Our Board of Directors provides stewardship, including direction-setting and general oversight of our management and operations. Its members have sophisticated expertise and a range of perspectives. The board approves the bank’s overall strategy and makes decisions based on BMO’s values, emphasizing long-term performance over short-term gain.

The board operates independently of management.

The Chairman of the Board and our directors, other than the Chief Executive Officer, operate independently of management. Board meetings include time for the independent directors to meet without management or non-independent directors present.

Our focus on diversity reflects our values.

The diverse backgrounds of our directors help us connect with our customers, our markets and our employees. A diverse board also helps us make better decisions. Our Board Diversity Policy facilitates effective governance by positioning the board to be made up of highly-qualified directors. The policy includes the goal that each gender comprise at least one-third of the independent directors. We are proud to report that more than one-third of BMO’s independent directors are women.

In addition, the board oversees the development of the next generation of leaders at BMO, ensuring the bank has a solid, diverse team of executives to keep BMO strong and growing in the years to come.

We compensate our directors and executives in ways that encourage good decisions.

Our model for compensating directors and executives follows best practices for good governance. We use a pay-for-performance model for executives that includes clawbacks and discourages unreasonable risk-taking. Directors and executives must own shares, in order to align their interests with those of other shareholders. We do not allow directors and employees to hedge their investments in our shares, securities or related financial instruments.

We maintain a strong focus on ethical conduct.

Our culture is open, fair and transparent. We have a non-negotiable commitment to doing what’s right, supported by our Code of Conduct, a board-approved set of principles that is based on our values of integrity, empathy, diversity and responsibility – and is applicable to our Board of Directors and everyone who works at BMO.

Related Links

Board of Directors1

To promote alignment of our strategic goals across all our businesses, each director serves on at least one board committee and the Chief Executive Officer is invited to all committee meetings. We review the membership of all committees annually.www.bmo.com/corporategovernance